The welding shop's real owner had been dead for six years

The situation

By the time Nasrin called us, the welding shop had gone through two consecutive quarters of losses, three of its longest-serving welders had given notice, and the company's line of credit was close to its limit with no clear plan to bring it back under control. She had been the successor trustee for barely a year, having stepped into the role after the original trustee's health made the position untenable, and she had inherited a business in decline along with a legal duty she had never expected to carry.

The welding company had been placed into a trust more than a decade earlier by its founder, structured to hold the business for the benefit of his two children, Karima and Ha-eun, neither of whom had any interest in running it themselves. Karima had gone into welding herself, at a different shop across the city, years before her father's business was ever placed into trust, and found it more than a little ironic that she now depended on the sale of a welding company she had no hand in for a share of her inheritance. Ha-eun worked as an HVAC technician and had even less connection to the day-to-day operation, having never so much as toured the shop floor. The trust document gave the trustee broad authority to manage or sell the company as needed to protect the beneficiaries' interests, but it also required, for any sale above a certain threshold, the written consent of a named advisor the founder had designated at the time the trust was created, a safeguard meant to ensure no trustee sold the business hastily or on unfavourable terms.

Nasrin understood, correctly, that letting the business keep bleeding cash while she deliberated indefinitely risked becoming a breach of her duty to the beneficiaries. A trustee managing trust property is held to the standard of a person of ordinary prudence managing someone else's property, and a professional trustee is held higher still. That does not make a trustee an insurer against every drop in value. But doing nothing is not automatically a safe choice either: where a prudent trustee in the same position would have acted, standing by while the asset declines can itself be a breach, judged on what the trustee knew at the time rather than with hindsight. She had already begun informal conversations with two potential buyers, a regional metal fabrication company and a private equity-backed industrial roll-up, both interested in the shop's equipment, contracts and skilled workforce.

What she had not done, and what stopped the process cold once we reviewed the trust document with her, was confirm that the named advisor's consent could actually be obtained. The advisor had relocated years earlier, had no ongoing relationship with the family, and nobody currently involved with the trust had current contact information. Without that consent, any sale Nasrin negotiated risked being challenged later as outside her authority, exposing her personally to a claim from Karima or Ha-eun for any shortfall between what the business sold for and what a properly authorized sale might have achieved.

What was actually at stake

The stakes ran on two tracks that had to be managed at the same time, and neither could be sacrificed for the other. On one track was the business itself, losing value by the month, where every week spent locating a missing consent was a week the shop's customer relationships and skilled staff continued to erode, directly reducing what any buyer would ultimately pay. On the other track was Nasrin's personal exposure as trustee, because a sale completed without the required consent, even a well-priced one, could later be challenged by either beneficiary as a breach of the trust's own terms.

A trustee's duty to beneficiaries is not simply to get a good price; it is to follow the process the trust document sets out for getting there, because the process itself is part of what protects the beneficiaries from a trustee's own potential errors of judgment. Running a competitive sale process, soliciting multiple bidders rather than accepting the first credible offer, was itself part of discharging that duty properly, independent of the consent question, and Nasrin was right to have already started it. But a competitive process that produced a strong result would still be vulnerable to challenge if the consent requirement was never satisfied.

Karima and Ha-eun were not adversarial toward Nasrin, but they were watching closely, and their trust in her stewardship was itself an asset worth protecting. If the sale process dragged on for months while the consent issue remained unresolved, and the business's value continued declining in the meantime, the erosion in value would land on them directly as beneficiaries, and their patience with an unresolved administrative problem would not last indefinitely. Karima, welding for another shop across the city, understood better than most beneficiaries would what a stalled sale does to a workforce like the one her father's company employed; she had seen a competitor lose its best people to attrition during a drawn-out ownership dispute a few years earlier, and she said so plainly to Nasrin early on. Ha-eun, with no comparable trade-floor experience of her own, trusted Nasrin's judgment on the operational questions but pressed just as hard on the timeline, wanting to know at each stage how much longer the consent search might reasonably take.

The missing advisor was the hinge the entire matter turned on, and he was not a party to any dispute, had no stake in the outcome, and likely had no idea the trust still required anything from him. Locating him was not a legal problem in the traditional sense; it was closer to an investigation, and until it was resolved, every other piece of the sale process, however well run, sat on uncertain footing.

What we did

1. Reviewed the full trust document line by line to confirm precisely what the consent requirement covered, since some trust provisions of this kind apply only above a specific transaction size or only to certain categories of sale, and we needed to know whether Nasrin could structure the deal to fall outside the requirement entirely before assuming she was genuinely stuck with it and building an entire strategy around locating one person.
2. Confirmed the consent requirement applied to any sale of the business as a whole, regardless of price or structure, which meant there was no drafting our way around it; the advisor's consent, or a court-sanctioned alternative route to satisfying the trust's intent, was going to be necessary one way or another before any sale could close safely, whatever form the eventual buyer's offer took.
3. Assessed whether a court application to dispense with the consent requirement was a viable faster alternative, concluding that while courts can sometimes relieve a trustee of a procedural requirement that has become impossible to satisfy, doing so here would likely take longer than a determined search for the advisor himself, and would also weaken the very protection the founder had intended the requirement to provide.
4. Began a structured search for the advisor using the limited information in the original trust file, including his profession and the city where he had practiced at the time the trust was created decades earlier, treating this as a discrete workstream run in parallel by a member of our team so that neither track blocked progress on the other, and so Nasrin was never waiting on us for both at once.
5. Kept the competitive sale process moving at the same time, continuing exclusivity discussions with both interested buyers and requesting formal letters of intent from each, so that the business's declining trajectory was not compounded by a stalled negotiation sitting on top of an unresolved consent question, and so neither bidder read the delay as a loss of seriousness on Nasrin's part.
6. Located the advisor through his professional licensing body, which maintained a current registered address despite his having left the region and the profession's active roster years earlier, and reached him directly by letter to explain the situation and request the consent the trust required, rather than attempting a colder, less formal approach through an intermediary that risked no response at all coming back.
7. Obtained the advisor's written consent once he reviewed the proposed sale terms himself and confirmed they were consistent with the protective purpose the founder had intended when the requirement was written into the trust decades before, resolving the authority question that had been blocking the entire process ever since the moment Nasrin had first called us about the shop's mounting losses.
8. Documented the entire process, from the competitive bidding through to the advisor's consent, in a formal record retained with the trust's permanent files, so that if either beneficiary ever questioned how the sale was conducted, the trustee's compliance with both the letter and the underlying purpose of the trust document was fully evidenced for as long as the record was kept.

The outcome

The regional metal fabrication company's offer, refined through the competitive process against the private equity-backed bidder, ultimately prevailed, and the sale closed in the fifteen to thirty million dollar range with the advisor's consent properly documented and attached to the trust's records. The business's decline stopped once new ownership took over, and the welders who had given notice were retained by the buyer, which was not a term Nasrin could guarantee going in but one the competitive process helped secure through the terms she and her buyer ultimately negotiated.

The months spent locating the advisor were not free. The business continued losing some value during that period, customers grew uneasy watching a sale process drag on without visible progress, and the final sale price reflected a company somewhat diminished from where it had stood a year earlier when Nasrin first took on the trustee role. That erosion was a real, measurable cost of the delay, though a smaller one than the risk Nasrin would have carried personally had she proceeded without the consent and faced a later challenge from either beneficiary questioning her authority to sell.

Karima and Ha-eun received the proceeds of a sale they could be confident was conducted properly, backed by a documented process that would hold up if either of them ever had cause to question it years down the line. Neither beneficiary had been closely involved in the day-to-day search for the advisor, and both later said they had not appreciated, until it was explained to them, how much the missing consent alone had been holding back a sale that was otherwise ready to proceed.

Nasrin, for her part, finished the matter having discharged a duty she had not sought out, in a way that protected both the beneficiaries' interests and her own position as trustee against any future claim. The file now serves within the family as the record of exactly how that balance was struck, and Nasrin has since told other successor trustees she has met that reading the full trust document before making any commitments is the single step she wishes she had prioritized sooner.

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